UNDERWRITING AGREEMENTUnderwriting Agreement • June 2nd, 2021 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
Prometheum, Inc., a Delaware corporation (the “Company”), confirms its agreement with each of the Underwriters listed on Schedule I hereto (collectively, the “Underwriters”), for whom Network 1 Financial Securities, Inc., is acting as representative (in such capacity, the “Representative”), with respect to (i) the sale by the Company of 6,250,000 shares of Common Stock, par value $0.00001 per share (the “Common Stock”), of the Company, and the purchase by the Underwriters, acting severally and not jointly, of the respective number of shares of Common Stock set forth opposite the names of the Underwriters in Schedule I hereto (the “Firm Shares”), and (ii) the grant of the option described in Section 1.3 hereof to purchase all or any part of 937,500 additional shares of Common Stock to cover over-allotments (the “Option Shares”), if any, from the Company, to the Underwriters, acting severally and not jointly, in the respective numbers of shares of Common Stock set forth opposite the name
EMPLOYMENT AGREEMENTEmployment Agreement • June 2nd, 2021 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services • New York
This EMPLOYMENT AGREEMENT (this “Agreement”) is entered into as of April 26, 2021 by and between Prometheum, Inc., a Delaware corporation, its subsidiaries, affiliates, successors or assigns (collectively, the “Company”) and Randy Sofferman (the “Employee”). As a condition of the Employee’s employment with the Company, and in consideration of the Employee’s receipt of Confidential Information (as defined below), the Employee’s employment with the Company and Employee’s receipt of any compensation the Company is paying the Employee, the Employee agrees to the following terms.
Form of Underwriter’s Warrant Agreement]Prometheum, Inc. • June 2nd, 2021 • Security & commodity brokers, dealers, exchanges & services • New York
THIS COMMON STOCK PURCHASE WARRANT IS NOT EXERCISABLE PRIOR TO [ ] [DATE THAT IS SIX MONTHS FROM THE CLOSING DATE OF THE OFFERING]. VOID AFTER 5:00 P.M., EASTERN TIME, [ ] [DATE THAT IS FIVE YEARS FROM THE QUALIFICATION DATE (AS DEFINED BELOW) OF THE OFFERING].
FORM OF LOCK-UP AGREEMENT]Lock-Up Agreement • June 2nd, 2021 • Prometheum, Inc. • Security & commodity brokers, dealers, exchanges & services
